NACD Exam Format | Course Contents | Outline | Syllabus | Objectives

NACD Exam Syllabus & Study Guide

Before you start practicing with our exam simulator, it is essential to understand the official NACD exam objectives. This course outline serves as your roadmap.

The information below reflects the 2026 syllabus defined by Directorship-Certification.

Below are complete topics detail with latest syllabus and course outline, that will help you good knowledge about exam objectives and topics that you have to prepare. These contents are covered in questions and answers pool of exam.

DOMAIN 1 – PROVIDE GOVERNANCE AND MANAGEMENT OVERSIGHT (30%) - Knowledge of typical components of an organization’s code of conduct - Knowledge of the roles of external advisors to the board (e.g., compensation consultant, external auditor, outside counsel, etc.) - Knowledge of the proxy voting process - Knowledge of the legal implications of shareholder communications - Knowledge of the investor-relations function - Knowledge of the board’s role in shareholder engagement and communication - Knowledge of the audit process (including roles and responsibilities of audit committees, external auditors, internal auditors, etc.) - Knowledge of required disclosures to investors - Knowledge of regulatory bodies and processes impacting an industry - Knowledge of organization valuations (such as book value, intrinsic value, discounted cash flow, comparable multiples, etc.) - Knowledge of nonfinancial business performance metrics - Knowledge of key performance indicators and benchmarks and their use by the board in assessing management performance - Knowledge of financial statements - Knowledge of emerging cybersecurity threats - Ability to assess the strategic synergy between potential M&A targets and the organization - Ability to assess the organization’s competition - Ability to assess the alignment between the organization’s mission, values, and strategy - Ability to assess and interpret financial statements - Ability to assess an organization’s performance against that of peer groups and goals - Knowledge of various organizational structures (functional, divisional, matrix, etc.) - Ability to provide independent thought leadership DOMAIN 2 – ENSURE EFFECTIVE BOARD GOVERNANCE AND SUCCESSION PLANNING (25%) - Knowledge of US and international regulatory issues (such as the Foreign Corrupt Practices Act (FCPA) and United Kingdom (UK) Bribery Act) - Knowledge of types (Sides A, B, and C) and risk coverage provided by Directors & Officers (D&O) liability insurance - Knowledge of the different responsibilities of the board, board chair, CEO, and management team - Knowledge of fiduciary responsibilities of boards and board members (Duty of Care, Duty of Loyalty) - Skill in developing mutual trust and respect between board members and management - Ability to respond appropriately to misconduct - Ability to contribute productively to the board evaluation process - Knowledge of the Business Judgment Rule - Ability to prepare and contribute to board discussions and decisions - Ability to promote and engage in continuing board education - Ability to objectively assess the director’s own board performance - Ability to objectively assess overall board and committee performance - Ability to objectively assess fellow board members’ board performance - Ability to establish nomination and onboarding processes - Ability to effectively listen to and engage with other board directors - Ability to develop a board succession plan - Ability to contribute to an inclusive, ethical, and collaborative board culture DOMAIN 3 – ADVISE EXECUTIVE MANAGEMENT (15%) - Knowledge of potential disruptive risks (e.g., anything that has a significant effect on an organization’s revenues, profits, competitive position, or reputation) - Ability to interpret and synthesize information provided by management - Ability to identify issues that could impact the reputation of the organization - Ability to assess the cultural health of an organization - Ability to assess opportunities and risks associated with a proposed M&A transaction - Ability to assess management’s human capital strategy - Ability to assess effectiveness of the organization’s management of regulatory risk - Ability to assess crisis management plans (including business continuity plans, cybersecurity incident response plans, etc.) - Ability to assess the effectiveness of an organization’s DE&I programs DOMAIN 4 – REVIEW, APPROVE, AND OVERSEE CORPORATE VISION, MISSION, AND STRATEGY (16%) - Knowledge of change-management strategies and processes - Knowledge of strategy development and execution process - Knowledge of M&A strategy and execution - Ability to assess the proposed execution of a strategic plan - Ability to assess the effectiveness of leadership in driving change - Ability to ensure alignment between short-term and long-term objectives - Ability to assess whether a change in organizational strategy is needed - Ability to evaluate the organization’s risk appetite - Ability to evaluate the effectiveness of risk-mitigation plans - Ability to identify strengths, weaknesses, opportunities, and threats (SWOT) and their potential impact on the company DOMAIN 5 – CONDUCT CEO SELECTION, EVALUATION, COMPENSATION, AND SUCCESSION PLANNING (14%) - Knowledge of CEO recruitment and succession-planning process - Ability to contribute to effective CEO succession planning - Ability to assess the performance of the CEO against defined objectives and metrics - Ability to assess the leadership pipeline - Ability to assess and interpret executive pay plan design and payout decisions - Ability to provide candid feedback to the CEO and executive team - Ability to suggest/guide professional growth and development opportunities to the CEO and executive team - Knowledge of elements of executive total compensation (base salary/incentives/benefits/perks) - Ability to identify inappropriate behavior within the organization